Jason P. Kelly
Chief Manufacturing and Quality Officer at INSP
Executive
About Jason P. Kelly
Jason P. Kelly, age 45, is Chief Manufacturing and Quality Officer at Inspire Medical Systems (INSP), joining in January 2025 after nearly two decades at Stryker Corporation in operations and new product development, most recently as Vice President of Division Operations . He holds a Bachelor’s in Manufacturing Engineering and Diplomas in Quality Management and Mechanical Engineering (University of Limerick; Cork Institute of Technology) . During his tenure initiation, Inspire delivered 2024 revenue of $802.8 million (+28% YoY), its first full year of profitability with diluted EPS of $1.75, and Adjusted EBITDA of $157.8 million; TSR was -8.9% in 2024 but cumulative TSR since the May 2018 IPO was 642.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stryker Corporation | Vice President, Division Operations; prior operations and new product development roles | 2006–2024 | Led large-scale operations and quality systems; relevant to scaling Inspire V manufacturing and supply chain |
External Roles
No public external board or committee roles disclosed for Jason P. Kelly .
Fixed Compensation
| Component | Detail | Terms |
|---|---|---|
| Base Salary | $415,000 | Subject to annual review by Compensation Committee |
| Target Annual Bonus | 60% of base salary | Prorated in initial year; paid under MIP subject to pre-set objectives |
| Sign-on Bonus | $200,000 cash | Paid at start; 100% repayment if departure before 12 months; 50% repayment if departure before 24 months (net after-tax) |
| Initial Equity (2025 grant window) | PSUs target value $850,000; RSUs $850,000 | PSUs under 2025–2027 program with 50–200% payout range; RSUs vest 1/3 annually over 3 years |
| Relocation Benefits | Executive relocation package; expense reimbursement | Includes taxable Relocation Gross-Up so net equals benefits; relocation deadline within 6 months; failure may be “Cause” |
| Benefits | Health, disability, life insurance; 401(k); time off | Per company plans; standard executive indemnification agreement |
Performance Compensation
Annual Management Incentive Program (MIP) – Company design (2024)
| Performance Metric | Weight | Threshold | Target | Above-Target | Actual Achievement | Weighted Achievement |
|---|---|---|---|---|---|---|
| Global Revenue ($mm) | 50% | $770.0 | $820.0 | $861.0 | $802.8 | 45.7% |
| Adjusted Operating Income ($mm) | 15% | $125.0 | $143.4 | $157.9 | $152.1 | 18.2% |
| Global Insurance Reimbursement Approvals (#) | 10% | 19,000 | 24,000 | 29,000 | 23,017 | 9.5% |
| Quality, Regulatory & Product Development (objectives met) | 15% | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 | 15.0% |
| Operations (Days Inventory On-Hand – implantable components) | 10% | 45 | 90 | 135 | 90 | 10.0% |
| Overall Achievement | — | — | — | — | — | 98.4% |
Notes:
- MIP metrics are set annually; executives’ payouts are formulaic off achievement vs. targets. These objectives, weights, and payout curves guide at‑risk cash compensation; Jason’s 2025 metrics will be set by the Committee consistent with this framework .
PSUs – Design and historical results
| PSU Cohort | Metric | Weight | Threshold | Target | Above Target | Max | Actual |
|---|---|---|---|---|---|---|---|
| 2024 grant (performance period 2024–2026) | Cumulative Revenue | 75% | Not disclosed | Company-set | Company-set | 200% cap | Ongoing (not yet determined) |
| 2024 grant | Operating Income | 25% | Not disclosed | Company-set | Company-set | 200% cap | Ongoing (not yet determined) |
| 2022–2024 PSU outcome (for NEOs) | Cumulative Revenue ($mm) | 100% | <1,500.0 | 1,500.0 | 1,650.0 | 1,800.0 | 1,835.5; 200% payout |
Notes:
- Jason’s initial PSUs are under the 2025–2027 program with 50–200% payout range and Committee-approved objectives; vesting at the end of the 3-year period .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3× salary; other executive officers 1× salary; compliance required within 5 years (or by July 27, 2028 for those covered then). As of Dec 31, 2024, Jason Kelly (joined Jan 2025) had not yet met the guideline threshold; tracking within five-year window .
- Anti‑hedging and anti‑pledging: Company prohibits hedging (collars, swaps), short sales, and pledging/margin purchases unless pre‑approved (Audit Committee for officers/directors). Pre‑clearance, trading windows, and Rule 10b5‑1 plan standards apply to insiders’ trades .
- Initial equity alignment: 100% at‑risk long‑term equity on sign‑on ($1.7M split evenly PSUs/RSUs) with multi‑year performance (PSUs) and service‑based vesting (RSUs), reinforcing long‑term alignment .
- Vesting schedules: RSUs vest 1/3 annually over 3 years; PSUs cliff‑vest after 3-year performance period with 50–200% payout range; CIC provisions can accelerate (see Employment Terms) .
Employment Terms
- Start date/tenure: Employment effective January 20, 2025; at‑will .
- Non‑compete / non‑solicit: 12 months post‑employment; prohibits solicitation of employees; prohibits competitive employment during and for 12 months after employment .
- Severance (no CIC): If terminated without Cause: 9 months base salary plus prorated target bonus; 9 months COBRA premium payments (subject to release) .
- Change‑in‑Control (double trigger): If terminated without Cause (or resigns for Good Reason) within 12 months post‑CIC: 12 months base salary plus target bonus; 12 months COBRA. Equity granted on/after Start Date fully vests (PSUs subject to award CIC terms) .
- Good Reason: Material reduction in duties/salary (outside broad reductions), relocation >50 miles without consent, or Company breach; notice and cure required .
- Clawback: Executive must comply with the Company’s recovery policy for erroneously awarded compensation pursuant to SEC/NYSE rules .
- Confidentiality and IP: Strong confidentiality and inventions assignment provisions; trade secret immunity notifications included .
- Relocation obligations: Executive must relocate within 6 months; failure can be “Cause”; includes Relocation Gross-Up (tax gross‑up) and repayment of relocation benefits if terminated for Cause or resigns without Good Reason before 12 months .
Investment Implications
- Pay-for-performance alignment: Large portion of Jason’s compensation is variable and equity-based, with PSUs tied to multi‑year revenue and operating income goals and RSUs vesting over 3 years, aligning him to execution of Inspire V scale-up, quality, and margin improvement .
- Retention risk mitigants: Sign‑on clawback (12–24 months), non‑compete/non‑solicit (12 months), and double‑trigger CIC vesting create both retention friction and protection; relocation deadlines and repayment terms further anchor near‑term retention .
- Insider selling pressure: RSU vesting cadence may trigger periodic taxable events, but anti‑hedging/pledging policies, pre‑clearance and blackout windows constrain short‑term selling and encourage structured 10b5‑1 plans if needed .
- Governance and alignment: Company-wide clawback policy, stringent insider trading policy, and stock ownership guidelines (1× salary within five years for executives) support long‑term alignment with shareholders; note relocation tax gross‑up is shareholder‑unfriendly but limited to relocation benefits .
Company Performance Context (for benchmarking Jason’s incentives)
- 2024 revenue $802.8 million (+28% YoY); net income $53.5 million; diluted EPS $1.75; Adjusted EBITDA $157.8 million; FY2024 MIP achievement 98.4% .
- TSR: -8.9% in 2024; cumulative TSR since IPO 642.1% .
Overall, Jason Kelly’s package emphasizes manufacturing and quality execution with significant long‑term equity at risk, retention hooks in the first two years, and double‑trigger CIC protections typical for senior operators, aligning the role’s incentives with Inspire’s scale, margin, and product quality objectives .